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General Laws

Section 19G. As used in sections 19F to 19W, inclusive, the following words shall, unless the context requires otherwise, have the following meanings:—

“Adoption date”, the date the board of directors approves the plan of reorganization.

“Articles of organization” or “charter”, a corporation’s articles of organization, including any special act of incorporation, as from time to time amended.

“Commissioner”, the commissioner of insurance.

“Converted holding company”, the stock corporation into which a mutual holding company has been converted in accordance with the provisions of section 19U.

“Effective date”, the date upon which the reorganization of the mutual insurer is effective, as provided in subsection (a) of section 19K.

“Equity rights”, rights in the equity of a mutual holding company conferred by law or such company’s articles of organization, including rights to participate in any distribution of equity or assets whether or not incident to a liquidation of the mutual holding company. Equity rights shall not include any right expressly conferred solely by the terms of a policy.

“Institution”, a corporation, joint stock company, limited liability company, association, voluntary association of the type commonly known as a business trust, partnership or any similar entity.

“Intermediate stock holding company”, an institution at least 51 per cent of the voting stock of which is owned, directly or through another intermediate stock holding company, by a mutual holding company and which owns, directly or indirectly, not less than 51 per cent of the voting stock of at least one reorganized insurer.

“Member”, a person entitled to vote at meetings of a mutual company under such company’s charter or by-laws or any general or special law.

“Membership interests”, all interests of members of a mutual holding company arising under any special or general law and the charter and by-laws of the mutual holding company or otherwise by law.

“Mutual company”, a mutual life insurer, mutual insurer other than life, or mutual holding company.

“Mutual holding company”, a corporation organized under sections 19F to 19W, inclusive, the articles of organization of which contain provisions to the following effect:

(i) It is a mutual holding company organized under sections 19F to 19W, inclusive.

(ii) One purpose of such mutual holding company is to own, directly or through one or more intermediate stock holding companies, not less than 51 per cent of the voting stock of one or more reorganized insurers.

(iii) It is not authorized to issue voting stock.

(iv) Its members have the rights specified in subsections (a) to (n), inclusive, of section 19K and in its articles of organization and by-laws.

(v) Its assets and liabilities are, to the extent provided in sections 19F to 19W, inclusive, subject to inclusion in the estate of the reorganized insurer in any proceedings successfully prosecuted against the reorganized insurer under section 6 or sections 180A to 180L, inclusive.

“Mutual insurer”, in the case of a plan of reorganization under sections 19F to 19W, inclusive, the mutual life insurer or mutual insurer other than life that is reorganizing pursuant to such plan.

“Person”, an individual, partnership, firm, association, corporation, joint-stock company, limited liability company, limited liability partnership, trust, government or governmental agency, state or political subdivision of a state, public or private corporation, board, association, estate, trustee, or fiduciary, or any similar entity.

“Plan of conversion”, a plan adopted by a mutual holding company in compliance with section 19U.

“Plan of reorganization”, a plan adopted by a mutual insurer in compliance with subsection (a) of section 19H.

“Policy”, an individual or group policy of insurance, annuity contract or fidelity or surety bond issued by an insurer.

“Policyholder”, the holder of a policy other than a reinsurance contract.

“Reorganized insurer”, the domestic stock insurer into which a mutual insurer has been reorganized in accordance with the provisions of sections 19F to 19W, inclusive.

“Reorganizing insurer”, for a plan of reorganization under sections 19F to 19W, inclusive, the mutual insurer that is reorganizing under such a plan.

“Stock purchase rights”, a nontransferable right granted to each policyholder of the reorganized insurer, subject to any exclusions or limitations authorized by law applicable to particular classes of policyholders, who has been a policyholder for at least one year prior to the effective date, to acquire stock in the reorganized insurer if it conducts an initial public offering of voting stock or in any intermediate stock holding company that conducts an initial public offering of voting stock. No stock purchase right shall provide for a purchase of less than 50 shares of the common stock being offered in the public offering. The price per share shall be equal to the public offering price. In the event that the exercise of such rights exceeds 50 per cent of the number of shares being offered to the public, or such lesser percentage as may be approved by the commissioner, exercise of such stock purchase rights shall be subject to proration, subject to a minimum of 50 shares.

“Voting stock”, securities of any class or any ownership interest having voting power for the election of directors, trustees, or management of a person, other than securities having voting power only because of the occurrence of a contingency. All references to a specified percentage of voting stock of any person shall mean securities having the specified percentage of the voting power in that person for the election of directors, trustees, or management of that person, other than securities having voting power only because of the occurrence of a contingency.

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